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                               April 16, 2024

       John Chen
       Executive Chairman
       FGI Industries Ltd.
       906 Murray Road
       East Hanover, NJ 07869

                                                        Re: FGI Industries Ltd.
                                                            Registration
Statement on Form S-3
                                                            Filed April 9, 2024
                                                            File No. 333-278585

       Dear John Chen:

              We have conducted a limited review of your registration statement
and have the
       following comments.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies to your
facts and circumstances
       or do not believe an amendment is appropriate, please tell us why in
your response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to this letter, we may have additional comments.

       Form S-3 filed April 9, 2024

       General

   1.                                                   We note that your
registration statement incorporates by reference your Form 10-K for the
                                                        fiscal year ended
December 31, 2023, which in turn incorporates by reference certain Part
                                                        III information from a
definitive proxy statement that you have not yet filed. Please be
                                                        advised that we cannot
accelerate the effective date of your registration statement until
                                                        you have amended your
Form 10-K to include the Part III information or have filed a
                                                        proxy statement which
includes such information. For guidance, please refer to
                                                        Question 123.01 of the
Securities Act Forms Compliance and Disclosure Interpretations.
   2.                                                   We note the warrants
under this registration statement are to be governed by the laws of
                                                        the state of New York.
We also note that the legal opinion contained in exhibit 5.1 states
                                                        that it "only relates
to the laws and practice of the Cayman Islands which are in force on
                                                        the date of this
opinion," and that it assumes that "[t]he Documents are, or will be, legal,
                                                        valid, binding and
enforceable against all relevant parties in accordance with their terms
 John Chen
FGI Industries Ltd.
April 16, 2024
Page 2
       under the laws of the State of New York." Please file a legal opinion
that opines on the
       legality of any securities issued under New York Law.
3.     We note that you intend to rely on Section 305(b)(2) of the Trust
Indenture Act of 1939 to
       designate a trustee on a delayed basis. Please revise your registration
statement to include
       the Trust Indenture Act undertaking required by Item 512(j) of
Regulation S-K.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Gregory Herbers at 202-551-8028 or Erin Purnell at
202-551-3454 with
any questions.



                                                             Sincerely,
FirstName LastNameJohn Chen
                                                             Division of
Corporation Finance
Comapany NameFGI Industries Ltd.
                                                             Office of
Manufacturing
April 16, 2024 Page 2
cc:       Jonathan R. Zimmerman
FirstName LastName